SALT LAKE CITY, Dec. 22, 2016 (GLOBE NEWSWIRE) -- Great Basin Scientific, Inc. (OTCQB:GBSN), a molecular diagnostics company, announced that during a special meeting of stockholders held today, stockholders approved a reverse split of the Company’s common stock at a ratio to be determined by the Board of Directors and an increase in the Company’s authorized shares of common stock from 200 million to 1.5 billion. Immediately following the special meeting, the Company’s Board of Directors unanimously approved a 1-for-300 reverse split of the Company’s common stock, and set 12:01 a.m. EST on December 28, 2016 as the effective date for the reverse stock split and the increase in authorized shares.
Special Meeting Results
A third-party proxy management firm tabulated the proxy votes for the special meeting. Results of the special meeting follow:
Proposal 1 – Approval to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, par value $0.0001, at a ratio between 200-to-1 and 300-to-1 with the ratio and effective date to be determined by the Board of Directors. The reverse stock split proposal was approved by a vote of 63.82% of issued and outstanding shares of common stock and Series F Convertible Preferred Stock, voting on an as-converted basis, (subject to limitations on voting as set forth in the certificate of designation for the Series F Preferred Stock), which voted as a single class. As described above, after the Special Meeting the Company’s Board of Directors unanimously approved a reverse split ratio of 1-for-300 and an effective date for the reverse stock split of 12:01 a.m. EST on December 28, 2016.
Proposal 2 – Approval to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 200,000,000 shares to 1,500,000,000 shares, par values of $0.0001, respectively, to be effective on a date to be determined by the Board of Directors. The proposal was approved by a vote of 63.45% of the Company’s issued and outstanding shares of common stock and Series F Convertible Preferred Stock, voting on an as-converted basis, (subject to limitations on voting as set forth in the certificate of designation for the Series F Preferred Stock), which voted as a single class, and 58.96% of the Company’s issued and outstanding shares of common stock voting as a separate class. As described above, after the Special Meeting the Company’s Board of Directors unanimously approved an effective date for the increase in authorized shares of 12:01 a.m. EST on December 28, 2016.
Reverse Stock Split
The reverse stock split is dependent upon final approval of the Financial Industry Regulatory Authority. If approved and at the effective time of the reverse stock split, every 300 shares of the Company’s issued and outstanding common stock, par value $0.0001, will be consolidated into one newly-issued and outstanding share of common stock, par value of $0.0001. The reverse stock split will reduce the Company’s outstanding common stock from approximately 199 million shares to approximately 663,334 shares. Proportional adjustments will be made to the Company's outstanding preferred shares, stock options, warrants, and equity incentive plan. The reverse stock split will affect all holders of the Company’s common stock uniformly, and will not affect any stockholder’s percentage ownership interest in the Company or proportionate voting power (subject to the immaterial effects of rounding).
Stockholders who have existing stock certificates will receive written instructions by mail from the Company's transfer agent, American Stock Transfer & Trust Company, LLC. Stockholders who hold their shares in brokerage accounts (“street name”) are not required to take any action to affect the exchange of their shares. Such stockholders will be contacted by their brokers with instructions. To the extent the reverse stock split would result in a stockholder owing a fractional share, such stockholder will have the number of post-reverse split shares to which they are entitled rounded up to the next whole number of shares. No stockholders will receive cash in lieu of fractional shares.
Additional information regarding the Company's reverse stock split is available in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on December 5, 2016.
About Great Basin Scientific
Great Basin Scientific is a molecular diagnostics company that commercializes breakthrough chip-based technologies. The Company is dedicated to the development of simple, yet powerful, sample-to-result technology and products that provide fast, multiple-pathogen diagnoses of infectious diseases. The Company’s vision is to make molecular diagnostic testing so simple and cost-effective that every patient will be tested for every serious infection, reducing misdiagnoses and significantly limiting the spread of infectious disease. More information can be found on the company’s website at www.gbscience.com.
This press release includes forward-looking statements regarding the Company’s continuing business efforts related to its products, including but not limited to, statements regarding the effect date of the reverse stock split and increase in authorized shares, the Company’s development plans and other similar statements. Forward-looking statements involve risk and uncertainties, which could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risk and uncertainties include, but are not limited to: (i) our limited operating history and history of losses; (ii) our ability to develop and commercialize new products and the timing of commercialization; (iii) our ability to obtain capital when needed; and (iv) other risks set forth in the Company’s filings with the Securities and Exchange Commission, including the risks set forth in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and Quarterly Report on From 10-Q for the quarter ended September 30, 2016. These forward-looking statements speak only as of the date hereof and Great Basin Scientific specifically disclaims any obligation to update these forward-looking statements, except as required by law.
Source: Great Basin Scientific, Inc.